AI Summary of Article 45 Registration and oversight of third-country auditors and audit entities
Competent authorities must register third‑country auditors and audit entities that provide audit reports on annual or consolidated financial statements, or, where applicable, assurance reports on annual or consolidated sustainability reporting, for undertakings incorporated outside the Union whose transferable securities are admitted to trading on a Member State regulated market. Exemptions apply for issuers exclusively of certain high‑denomination debt securities. Articles 18 and 19 apply. Registered third‑country auditors and entities are subject to Member State oversight, quality assurance and investigation and penalties; a quality assurance exemption is permitted where an equivalent system has reviewed the firm in the previous three years. Audit or assurance reports from unregistered third‑country auditors or entities have no legal effect in the Member State.
Registration conditions require equivalence of the majority of the administrative or management body and of the auditor to Articles 4 to 10 (with specified exceptions), performance of audits under international auditing standards (Article 26) and applicable requirements (Articles 22, 22b and 25), publication of an annual transparency report or equivalent, and analogous requirements for sustainability assurance under Article 26a and Articles 22, 22b, 25 and 25b. Member States may register individual auditors subject to key points. A transitional registration regime (financial years starting 1 Jan 2025 to 31 Dec 2030) allows registration for sustainability assurance where specified information is provided to the competent authority; absence of that information precludes registration. The Commission is empowered to adopt implementing acts on equivalence and delegated acts establishing general equivalence criteria.
Article 45 Registration and oversight of third-country auditors and audit entities
1. The competent authorities of a Member State shall, in accordance with Articles 15, 16 and 17 of this Directive, register every third-country auditor and audit entity, where that third-country auditor or audit entity provides an audit report concerning the annual or consolidated financial statements, or, where applicable, an assurance report concerning the annual or consolidated sustainability reporting of an undertaking incorporated outside the Union whose transferable securities are admitted to trading on a regulated market of that Member State, defined in point (21) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council [Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ L 173, 12.6.2014, p. 349).], except where the undertaking in question is an issuer exclusively of outstanding debt securities for which one of the following applies: